Table: Prospectus thresholds and national rules by Member State

Member State Threshold below which a prospectus is not required National rules applicable to offers below the threshold Relevant links
Austria* 5 million EUR For offers between 250,000 EUR and 2 million EUR, the issuer must publish an information document according to the AlternativeFinancing Act. For offers between 2 and5 million EUR, the issuer must publish a simplified, national prospectus according to the Capital Markets Act. Legislation
Explanation of thresholds
Belgium* 5 million EUR
8 million EUR: This threshold applies if the offered securities are admitted or to be admitted to the MTF Alternext or the MTF Marché Libre.
For offers of investment instruments below or equal to the thresholds and for direct admission to trading on MTF Alternext/Marché Libre (without a public offer), the issuer must publish an information note. The information note must comply with the conditions set out in the prospectus law and Royal Decree of 23 September 2018 and must be filed with the FSMA, without prior approval, at the latest at the time when it is made available to the public. Legislation on thresholds (see Article 7)
Royal Decree of 23 September 2018
Bulgaria∞ 1 million EUR No rules established Legislation
Croatia* 5 million EUR For offers below 5 million EUR, the issuer must notify Hanfa that it is making use of the exemption immediately after the issuer’s company body issues a decision on the offer of securities (e.g. after the decision of the issuer’s general assembly), but not later than three working days before the begining of the exempted offer in Croatia. When the issuer cannot meet this deadline, the notice has to be submitted within three working days following the begining of the offer (following the beginning of the subscription period or allocation of securities), including reasons for the issuer’s inability to deliver the notification earlier. Legislation (see Articles 409 and 412)
Cyprus∞ 1 million EUR No rules established Threshold stemming from Article 1(3) of the Prospectus Regulation
Belgium* 5 million EUR
8 million EUR: This threshold applies if the offered securities are admitted or to be admitted to the MTF Alternext or the MTF Marché Libre.
For offers of investment instruments below or equal to the thresholds and for direct admission to trading on MTF Alternext/Marché Libre (without a public offer), the issuer must publish an information note. The information note must comply with the conditions set out in the prospectus law and Royal Decree of 23 September 2018 and must be filed with the FSMA, without prior approval, at the latest at the time when it is made available to the public. Legislation on thresholds (see Article 7)
Royal Decree of 23 September 2018
Czech Republic~ 1 million EUR No rules established Legislation
Denmark* 8 million EUR No rules established Legislation
Estonia∞ 5 million EUR For offers between 2.5 and 5 million EUR, the issuer must publish a simplified prospectus in accordance with a regulation established by the Minister of Finance. Legislation
Regulationby Minister of Finance
Finland* 8 million EUR For offers between 1 and 8 million EUR, before the offer the issuer must file a document with the FIN-FSA (the FIN-FSA does not approve the document) and publish it. The document must be a maximum of 6 pages and drawn up in Finnish or Swedish, and it must contain the basic facts of the issuer and the offer2 . The issuer must keep the document available on its website and file any subsequent changes with the FIN-FSA. Legislation
Decree Ministry of Finance on national rules
France* 8 million EUR For offers below 8 million EUR of securities not admitted to trading on an MTF, the issuer must file a summary information document with the AMF prior to the beginning of the offer (content defined in AMF instruction 2018-07). The information document does not have to be approved by the AMF.

For offers below 8 million EUR of securities not admitted to trading on an MTF which are made available on a crowdfunding website, a summary information document must be published on the crowdfunding website prior to the beginning of the offer. This document (average size 8 pages and content defined in AMF instruction 2014-12) does not have to be filed with nor approved by the AMF. Two types of regulated entities can operate a crowdfunding website:

1) Investment firms: The crowdfunding website of an investment firm can give access to offers of securities below 8 million EUR within a period of 12 months with no mandatory prospectus;

2) Crowdfunding investment advisors (a national status): At present, the crowdfunding platform of a crowdfunding investment advisor may only advise offers of securities with a total consideration below 2.5 million EUR within a period of 12 months with no mandatory prospectus. This threshold will be raised to 8 million EUR before or shortly after the end of 2018.

In case of a first-time admission to trading (IPO) on an MTF (without offer of securities to the public or with an offer below 8 million EUR), an information document may be required by the Market Rules of the MTF operator (average size 100 pages and content defined by the Market Rules). The information document does not have to be filed with nor approved by the AMF.

In case of secondary offerings, the AMF recommends the publication of a press release prior to and/or after the transaction (average size 3 to 10 pages and content defined by AMF position 2013-03). The press release does not have to be filed with nor approved by the AMF.
Information from AMF on the applicable rules
Germany* 5 million EUR: This threshold applies to offers issued by credit institutions and by issuers whose shares are admitted to trading on a regulated market.

8 million EUR: This threshold may be used on the condition that securities are only provided in conjunction with investment advice or investment brokerage by an investment firm that is obliged to verify that the securities that can be acquired by a non-qualified investor do not exceed the following amounts:

1) 1,000 EUR, or
2) Up to 10,000 EUR, depending on the financial situation or monthly net income of the nonqualified investor.
These conditions only apply if the offer is above 1 million EUR
For offers making use of the 8 million EUR exemption, the issuer must produce a 3 page securities information sheet which must be approved by BaFin and published.

This requirement only applies if the offer is above 100,000 EUR.
Legislation
Greece∞ 5 million EUR For offers between 100,000 EUR and 5 million EUR, the issuer must publish an information document according to a decision by the HCMC. In general, the document is approved the Athens Stock Exchange or the HCMC, depending on whether the issuer is admitted to trading on a regulated market or an MTF or not. Legislation (see Article 1, paragraph 3(g)) HCMC decision
Hungary* 1 million EUR For offers below 1 million EUR, the issuer must publish a simplified prospectus in accordance with the rules established in the Capital Market Act. Capital Market Act (see Article 21, paragraph 1a-1b and Annex 3)
Iceland∞ 5 million EUR For offers between 2.5 and 5 million EUR, the issuer must publish a national prospectus with information regarding the persons responsible, the offer and the securities to be offered, the issuer and its business, the financial condition of the issuer and the administrative and management body. The rules for the national prospectus are established in Regulation 836/2013. Legislation on threshold in Icelandic and English (see Article 42, paragraph 2(7)) Regulation 836/2013
Ireland* 5 million EUR An offer below 5 million EUR may constitute a local offer as defined by Section 1348 of the Companies Act 2014. Section 1361 of this Act sets out certain filing and disclosure requirements for offering documents prepared for such local offers. Legislation on threshold Companies Act 2014
Italy* 8 million EUR For offers of equity securities below 8 million EUR through crowdfunding portals pursuant to Article 100-ter, paragraph 1 of the Consolidated Law (Legislative Decree 58/98), the portal manager must publish a document no longer than 5 pages of A4 format. This document must be drawn up according to Annex 3 of Consob Regulation 18592/2013.

According to Consob Regulation 11971/1999, issuers with shares admitted to trading on a regulated market for offers of equity securities to the public below 8 million EUR must include in their board report for the relevant shareholders meeting, if any, and in the pertinent price sensitive press releases details relating to the public offer and its impact on the issuer. 3
Legislation on threshold
Information from Consob on threshold
Information from Consob on prospectus in general
Latvia∞ 1 million EUR For offers between 100,000 and 1 million EUR, the issuer is required to publish an information document in accordance with rules established in Regulations of the Financial and Capital Markets Commission. Legislation (see section 3, paragraph 7(8), section 16 and section 16.1)
Regulations of the Financial and Capital Markets Commission
Lithuania∞ 5 million EUR For offers between 100,000 and 5 million EUR, the issuer must publish an information document, the content of which is established in Resolution No 03-45 of the Bank of Lithuania. The Bank of Lithuania does not approve the information document. Legislation
Resolution No 03-45 of the Bank of Lithuania
Luxembourg∞ 5 million EUR For offers between 1.5 and 5 million EUR, the issuer must publish a simplified prospectus in accordance with national legislation. Legislation
Malta* 5 million EUR For offers below 5 million EUR, an issuer may seek admission to trading on the Prospects MTF, operated by the Malta Stock Exchange. In this case, the issuer must prepare an Admission Document for review and approval by the Malta Stock Exchange. Prospects MTF rules (see Chapter 4)
Netherlands* 5 million EUR For offers below 5 million EUR, the issuer must:
1) notify the Dutch Authority for the Financial Markets of the offering of securities to the public; and
2) complete an information document in the form required under Dutch law, submit the completed form to the Dutch Authority for the Financial Markets and make the information document available to investors.
Legislation (see Article 53, paragraphs 2 to 8)
Information on use of exemption and form for information document
Norway* 5 million EUR For offers between 1 and 5 million EUR, issuers must file a national prospectus with The Register of Business Enterprises. Legislation (see chapter 7, particularly section 7-1 and 7-7)
Poland* 2.5 million EUR For offers between 100,000 and 1 million EUR, the issuer must publish a document containing the following:
1) essential information about the issuer;
2) conditions and rules of the offer (securities being offered, use of proceeds, significant risk factors, declaration by issuer on responsibility for information in the document); and
3) statement that information is true, reliable and in accordance with the facts.

For offers between 1 and 2.5 million EUR, the issuer must make a memorandum available. The disclosure requirements are specified in the legislation.
Legislation (see Article 7)
Portugal* 5 million EUR No rules established Legislation (see Article 111, paragraph 1(i))
Romania^ 1 million EUR: This threshold applies to offers made within Romania.

5 million EUR: This threshold may be used by issuers who have Romania as their home Member State when making offers to the public exclusively in other Member States than Romania.
No rules established Legislation on thresholds (see Article 5, paragraph 1(h))
Regulation on application of 5 million EUR threshold (see Article 5, paragraph 2)
Slovakia× 1 million EUR No rules established Threshold stemming from Article 1(3) of the Prospectus Regulation
Slovenia* 3 million EUR For offers below 3 million EUR, the issuer must notify the Securities Market Agency that it is making use of the exemption Legislation (see Articles 72/1/5 and 75)
Spain* 5 million EUR No rules established Legislation
Sweden* 2.5 million EUR No rules established Legislation(see Chapter 2, Section 4.5)
UK* 8 million EUR In the UK, financial promotions are restricted. Briefly, the communication of an invitation or inducement to engage in investment activity (a ‘financial promotion’), when made in the course of business, is prohibited unless it is approved or communicated by an authorised person, or able to benefit from a statutory exemption. If an unauthorised person communicates any financial promotion, it will need to be approved by an authorised firm, unless an exemption is available. A number of exemptions exist (including for issuers producing prospectuses under the Prospectus Regulation).

If communicated or approved by an authorised person, as well as being subject to the MiFID disclosure provisions (where applicable), a financial promotion in the UK will also be subject to the financial promotion rules set out in the FCA’s Handbook. The key requirement is for all promotions to be ‘fair, clear and not misleading’. In addition, more detailed rules will apply. For example, if the promotion is communicated to a retail client (or relates to MiFID business), the promotion needs to be accurate, sufficient for the recipient, give a fair and prominent indication of any relevant risks and not disguise, diminish or obscure important items, statements or warnings.
Legislation
FCA’s Handbook